Nonprofit voting procedures generally adhere to parliamentary procedures, a set of formal, structured rules based on Robert’s Rules of Order. Parliamentary procedures establish a voting process that not only is efficient and fair, but also duly considers everyone’s opinion. Not every nonprofit organization includes both a board of directors and voting members. Those that do typically give the board management decision-making authorities, limiting members' voting rights to decisions that affect the organizational structure.

Membership Voting vs. Ratification

Decision-making that includes nonprofit members can occur in one of two ways. The first involves an outright vote and the second involves ratifying -- formally approving or rejecting -- a decision the board of directors has already made. Outright votes most often focus on structural decisions, such as electing the board of directors, changing membership rights and responsibilities, selling major assets or getting membership approval to dissolve the organization. Changes or modifications to articles of incorporation or bylaws often are proposed by the board of directors and ratified by nonprofit members.

How Members Vote

Legal voting procedures include voting during a face-to-face, videoconference or telephone meeting or via written consent. Although some nonprofits also allow members to vote via e-mail, an e-mail vote is essentially an electronic proxy vote, which many states don’t allow. E-mail votes can become especially problematic if voting results aren’t unanimous. Objections can lead to results being negated, requiring another vote. Voting via statutory parliamentary procedures keeps the nonprofit voting process legal and binding.

Meeting Voting Procedures

In-person, videoconference and telephone voting procedures depend on whether the vote is public or private. Although voting is most often public, if the board determines that a vote must be private, members vote by casting secret ballots. Public procedures include voting as a group, voting by roll call or voting by general consent. In group voting, members cast their vote with either an “aye” or a “no.” General consent is a silent voting process in which silence implies an “aye” vote or in which members vote by standing or raising their hands.

Written Voting Procedures

Written voting takes place far less often, but it may be appropriate when members are ratifying a decision already made, when the vote involves a non-controversial topic or when time is of the essence. With a written vote, members receive a written resolution stating the matter under consideration and a ballot via regular postal or certified mail. The member votes and returns the ballot and the vote is recorded in the corporate records book, with the hard copy being filed as documentation.

About the Author

Based in Green Bay, Wisc., Jackie Lohrey has been writing professionally since 2009. In addition to writing web content and training manuals for small business clients and nonprofit organizations, including ERA Realtors and the Bay Area Humane Society, Lohrey also works as a finance data analyst for a global business outsourcing company.